IN THE COURT OF APPEALS OF TENNESSEE

AT JACKSON

June 22, 2016 Session

CENTRAL BANK v. JEFF WILKES, ET AL.

Appeal from the Chancery Court for Hardin County

No. CH179 Donald E. Parish, Judge

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No. W2015-02399-COA-R3-CV – Filed July 21, 2016

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This case arises from a delinquent loan. Appellant is one of the principals of a development 

company that obtained a loan in the amount of $250,000 from Appellee bank. Appellant was 

allegedly unaware of this loan. Subsequent to the $250,000 loan, Appellee bank gave the 

company another loan in the amount of $300,000, which all of the company’s principals, 

including Appellant, personally guaranteed. The guaranty agreement provided that the 

principals would personally guarantee all of the company’s debts which “may now or at any 

time hereafter” be owed to the Appellee bank. One of the company’s other principals paid 

the $300,000 loan in full. A year later, Appellee bank brought suit against all three principals 

for the $250,000 loan. The trial court granted summary judgment in favor of the Appellee 

bank. Appellant appeals. Affirmed and remanded. 

Tenn. R. App. P. 3; Judgment of the Chancery Court

Affirmed and Remanded

KENNY ARMSTRONG, J., delivered the opinion of the court, in which J. STEVEN STAFFORD,

P.J., W.S., and WILLIAM B. ACREE, SP. J., joined.

Thomas F. Bloom, Nashville, Tennessee, for the appellant, Fred Tull.

Terry Abernathy, Selmer, Tennessee, for the appellee, Central Bank.

OPINION

I. Background
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The facts of this case are not in dispute. Jeff Wilkes, Leon Easley, and Fred Tull are 

the principals of Riverstone Estate Utilities, Inc. (“Riverstone”). On November 10, 2008,

Mr. Wilkes obtained a $250,000 loan on Riverstone’s behalf from Central Bank (“the bank” 

or “Appellee”). Mr. Wilkes personally guaranteed this loan, but Messrs. Easley and Tull had 

no knowledge of the loan.

1

 On March 25, 2010, Central Bank gave Riverstone a second loan 

in the amount of $300,000. Also on March 25, 2010, Mr. Tull (“Appellant”), in his 

individual capacity, signed a guaranty agreement (“the agreement”) in favor of Central Bank

personally guaranteeing Riverstone’s obligations. The agreement provided that Appellant 

would guarantee “to [Central Bank] the payment and performance of each and every 

debt...which [Riverstone] may now or at any time hereafter owe to [Central Bank] (whether 

such debt...now exists or is hereafter created or incurred....)” The agreement also provides

that the guaranty is “an absolute, unconditional, and continuing guaranty of payment of the 

Indebtedness and shall continue to be in force and be binding upon the Undersigned, whether 

or not all Indebtedness is paid in full, until this guaranty is revoked by written notice actually 

received by the lender....” Riverstone’s other principals, Messrs. Wilks and Easley, also 

signed individual guarantees in conjunction with the $300,000 loan. These guaranty 

agreements contained identical language to that set out above. 

Sometime in 2012, Central Bank discovered its president at the time had been 

engaging in questionable business practices.

2

 He left the bank shortly after this discovery, 

and Bob Adkisson became interim president of Central Bank in April of 2012. Because of 

the former president’s activities, regulators from the Federal Deposit Insurance Corporation 

(“FDIC”) began overseeing Central Bank’s business. As a result of the FDIC’s involvement, 

Mr. Adkisson began efforts to collect on several of the loans the bank’s former president had 

made during his tenure, including both of the loans made to Riverstone. Shortly after his 

appointment as interim president, Mr. Adkisson engaged in talks with all of Riverstone’s 

principals regarding how Riverstone would remain current on its debts. On May 24, 2012, 

Mr. Easley tendered a check to Central Bank for $321,495.02, reflecting the principal amount 

of the debt, penalties, and interest on the $300,000 loan. 

On July 30, 2013, Central Bank filed its complaint against Messrs. Tull, Wilkes, and 

Easley, seeking a judgment for the principal amount of the $250,000 loan plus penalties and 

interest. Central Bank relied on the language of the guaranty agreement to affix liability for 

the $250,000 loan to Riverstone’s principals. On September 30, 2013, Mr. Tull filed his 

answer and counter-complaint, asserting various defenses including unclean hands and 

accord and satisfaction and asserting a claim for fraud against Central Bank. 

 

1

It is unclear from the record whether Messrs. Easley and Tull were principals of Riverstone when Mr. Wilkes 

obtained the $250,000 loan on Riverstone’s behalf.

2

The record does not reveal the exact nature of the former president’s actions. Regardless, they are irrelevant 

to this appeal.
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On June 20, 2014, the bank filed a motion for summary judgment on its claims against 

Mr. Tull. On August 29, 2014, Mr. Tull filed his response to the bank’s motion for summary 

judgment. The trial court heard the motion for summary judgment on April 27, 2015. On 

May 27, 2015, the trial court entered an order granting the bank’s motion for summary 

judgment. On October 6, 2015, the trial court entered a judgment against Mr. Tull in the 

amount of $344,023.23. Mr. Tull appealed on October 26, 2015. 3

II. Issue

The sole issue in this appeal is whether the trial court erred in granting Appellee’s 

motion for summary judgment.

III. Standard of Review

Summary judgment is appropriate when “the pleadings, depositions, answers to 

interrogatories, and admissions on file, together with the affidavits, if any, show that there is 

no genuine issue as to any material fact and that the moving party is entitled to a judgment as 

a matter of law.” Tenn. R. Civ. P. 56.04. We review a trial court’s ruling on a motion for 

summary judgment de novo, without a presumption of correctness. Rye v. Women’s Care 

Center of Memphis, MPLLC, 477 S.W.3d 235, 250 (Tenn. 2015) (citing Bain v. Wells, 936 

S.W.2d 618, 622 (Tenn. 1997)). “In doing so, we make a fresh determination of whether the 

requirements of Rule 56 of the Tennessee Rules of Civil Procedure have been satisfied.” Id.

(citing Estate of Brown, 402 S.W.3d 193, 198 (Tenn. 2013)).

IV. Analysis

In appealing the grant of summary judgment, Appellant contends that the trial court 

erred because the Appellee failed to fulfill an alleged duty to inform him of any and all debts 

he was assuming when he signed the guaranty agreement for the $300,000. Consequently, 

Appellant argues, because Appellee did not inform him of any of Riverstone’s previously

existing debts, he cannot be held liable under the agreement for the $250,000 debt. Appellee 

argues that it had no duty to inform Appellant of prior debts.

Appellant does not argue that there are any material facts in dispute, nor do we find 

any disputed material facts from the record. Accordingly, we need only examine whether 

Appellant is liable for the $250,000 loan under the terms of the guaranty agreement as a 

matter of law. “We first note that guarantors are not favored under [Tennessee] law.” 

Galleria Associates, L.P. v. Mogk, 34 S.W.3d 874, 876 (Tenn. Ct. App. 2000) (citing Wilson 

v. Kellwood Co., 817 S.W.2d 313, 318 (Tenn. Ct. App. 1991)). “In order to facilitate the 

extension of credit, Tennessee does not favor guarantors and will construe a guaranty against 

 

3 Mr. Easley has filed a separate appeal in this case. See case No. W2015-02079-COA-R3-CV.
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the guarantor as strongly as the language will permit.” Suntrust Bank v. Dorrough, 59 

S.W.3d 153, 156 (Tenn. Ct. App. 2001). “In addition, a guarantor in a commercial 

transaction is to be held to the full extent of his engagements and the words of the guaranty

will be taken as strongly against the guarantor as the sense will admit.” Galleria, 34 S.W.3d 

at 876 (citing Wilson, 817 S.W.2d at 318). However, “[w]here the guaranty is a continuing 

guaranty, there is no obligation to give notice to the guarantor that new obligations are being 

incurred for which the guarantor will be liable, absent a contractual undertaking to do so.” 

Suntrust Bank, 59 S.W.3d at 156 (citing Third National Bank in Nashville v. Friend, 626 

S.W.2d 464 (Tenn. Ct. App. 1981)). “While the cardinal rule in the construction of contracts 

is to ascertain the intention of the parties, where the contract is plain and unambiguous, the 

Court’s function is to interpret the contract as written according to its plain terms.” Suntrust 

Bank, 59 S.W.3d at 158 (internal citations omitted).

Essentially, Appellant’s argument is that he cannot be held liable under the agreement 

because Appellee breached its duty to inform him of the existence of any antecedent debts 

before he signed the guaranty agreement. However, this Court has previously held that a 

lender need not inform a guarantor of any antecedent debts before the guarantor signs a 

guaranty agreement. In Volunteer State Bank v. Dreamer Productions, Inc., 749 S.W.2d 

744 (Tenn. Ct. App. 1987), the guarantor executed a guaranty agreement containing the 

language that the guarantor “hereby guarantee(s) prompt payment when due or at any time 

thereafter of any and all indebtedness or obligations...upon which the Guaranteed is now or 

may hereafter, at any time and from time to time, or for any one or more purposes, become 

indebted, obligated or bound to BANK.” Volunteer State Bank, 749 S.W.2d at 746. Based 

on this language, the Volunteer Court concluded that the guaranty agreement encompassed 

antecedent debts. Id. at 747. The Volunteer Court also concluded that the bank was not 

required to “inform a guarantor of debts in existence at the time of the execution of the 

guaranty for those debts to be guaranteed. The language of the guaranty is specific.” Id.

The guaranty agreement language in the instant case is analogous to the guaranty 

agreement language in Volunteer State Bank. The agreement provides that Appellant will

guarantee to “[Central Bank] the payment and performance of each and every debt...which 

[Riverstone] may now or at any time hereafter owe to [Central Bank] (whether such 

debt...now exists or is hereafter created or incurred....)” (emphasis added). This language is 

plain and unambiguous and clearly provides that Appellant guaranteed both existing and 

future debts. It is undisputed that the $250,000 debt existed at the time Appellant executed 

the guaranty agreement. As in the Volunteer case, where the liability triggering language in 

the guaranty agreement included debts that were “now” owed, the inclusion of the language 

“now exists” in this case makes Appellant liable for the $250,000 debt. The language clearly 

encompasses existing or antecedent debts. Because the language was clear and 

unambiguous, the bank was under no duty to inform Appellant of the existing debt. 

Appellant has not cited, nor does our research reveal, any Tennessee authority that requires a 

lending institution to inform a guarantor of antecedent debts when the guarantor signs a 
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guaranty agreement.

 

Therefore, we conclude, under the plain language of the guaranty agreement, that

Appellant is liable for the $250,000 loan made to Riverstone and that Appellee was not under 

a duty to inform Appellant of the existence of any existing debts. Because there are no 

material disputes of fact, and because we conclude as a matter of law that the language of the 

guaranty agreement clearly shows that Appellant is liable for the $250,000 loan, we conclude 

that Appellee satisfied the requirements of Tennessee Rule of Procedure 56. We, therefore,

affirm the judgment of the trial court.

V. Conclusion

For the foregoing reasons, the judgment of the trial court is affirmed. The case is 

remanded for such further proceedings as may be necessary and are consistent with this 

opinion. Costs of the appeal are taxed to the Appellant, Fred Tull, and his surety, for all 

of which execution may issue if necessary.

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KENNY ARMSTRONG, JUDGE